Beijing Jinchengtongda (Shenyang) law firm
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Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731) of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Jtsjz (2022) No. 0113
61 / F, Xindi center, No. 10-1, Youhao street, Shenhe District, Shenyang, China
Tel: 86-24-23342988 Fax: 86-24-23341677
Beijing Jinchengtongda (Shenyang) law firm
about
Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Jtsjz (2022) No. 0113 to: Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731)
Beijing Jinchengtongda (Shenyang) law firm (hereinafter referred to as "the firm") accepts the entrustment of Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731) (hereinafter referred to as "the company") and appoints lawyers Zhao Chengtao and Feng Ning (hereinafter referred to as "the firm's lawyer") to attend and witness the first extraordinary shareholders\' meeting of your company in 2022 (hereinafter referred to as "the shareholders\' meeting").
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") The implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "implementation rules for online voting") and other laws, regulations and normative documents, as well as the provisions of the current effective articles of association of Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731) (hereinafter referred to as the "articles of association"), on the legality of the convening and convening procedures of this general meeting of shareholders of your company, The qualification of the participants, the legitimacy of the qualification of the convener, the proposal of the shareholders\' meeting, the voting procedures and voting results of the shareholders\' meeting and other important matters. Our lawyers will not express their opinions on the authenticity and accuracy of the content of the proposal considered by the shareholders\' meeting and the facts and data expressed in the proposal.
In order to issue this legal opinion, our lawyers have reviewed the relevant matters involved in the general meeting of shareholders of your company, consulted the documents that our lawyers believe are necessary for issuing this legal opinion, and conducted necessary verification and verification on relevant issues.
Your company has promised us that the documents and statements and explanations provided by your company are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
Our lawyers only express legal opinions in accordance with the facts occurring or existing before the date of issuance of this legal opinion, relevant laws, regulations, normative documents and the provisions of the articles of association.
This legal opinion is only for the purpose of this shareholders' meeting and shall not be used for any other purpose or purpose. The exchange agrees that your company can use this legal opinion as the announcement material of the general meeting of shareholders of your company, disclose it to the public together with other information to be announced, and bear legal responsibility for the legal opinions issued by the exchange according to law. In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue this legal opinion as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
1. The shareholders' meeting was convened according to the resolution of the 15th meeting of the 5th board of directors of your company.
2. On December 28, 2021, the board of directors of your company published the notice of Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731) on convening the first extraordinary general meeting of shareholders in 2022 in China Securities Journal, securities times and cninfo.com. The aforesaid notice specifies the time, place, deliberation items, participants, registration measures Contact person and contact information.
(II) convening of the general meeting of shareholders
1. The general meeting of shareholders was held at 15:00 p.m. on January 13, 2022 in the conference room on the sixth floor of Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731) No. 29, Zhongjie Road, Shenhe District, Shenyang, presided over by Guo Yingjie, chairman of your company.
2. After verification by our lawyers, the actual time, place and other relevant matters of the shareholders' meeting are consistent with those notified in the notice of the shareholders' meeting.
3. The specific time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on January 13, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 13, 2022. After verification by our lawyers, the shareholders' meeting has provided an online voting platform in accordance with the meeting notice.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law and other relevant laws, regulations, normative documents and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
According to the notice of the shareholders' meeting, the actual participants in the shareholders' meeting are:
1. There were 5 shareholders and shareholder representatives attending the on-site meeting, with 78350706 representative shares, accounting for 30.5871% of the total shares of the listed company; According to the online voting results issued by Shenzhen Securities Information Co., Ltd., a total of 5 shareholders participated in the online voting of the company's general meeting of shareholders, with a total of 554000 representative shares, accounting for 0.2163% of the total shares of the listed company.
To sum up, 10 shareholders (including online voting) attended the shareholders' meeting, representing 78904706 shares, accounting for 30.8034% of the total shares of the listed company. A total of 6 minority shareholders participated in the shareholders' meeting through on-site and network, with 1286500 representative shares, accounting for 0.5022% of the total shares of the listed company. 2. In addition to the above shareholders of your company, the directors, supervisors and senior managers of the company attended the general meeting of shareholders, and the lawyers of our firm attended the general meeting of shareholders as nonvoting delegates.
Upon examination, our lawyers believe that the qualifications of the above participants are legal and valid.
3、 Qualification of convener of this general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of your company, which complies with the provisions of the company law and other relevant laws, regulations, normative documents and the articles of association, and its qualification is legal and valid.
4、 Proposals considered at the general meeting of shareholders
The proposals considered at this shareholders' meeting are:
1. Review the proposal on the company's application for comprehensive credit line in 2022;
2. Deliberating the proposal on the company providing guarantee for the wholly-owned subsidiary's application for comprehensive credit line in 2022; 3. Deliberating the proposal on related party transactions in which controlling shareholders and concerted actors provide guarantees for bank loans of the company and its subsidiaries;
4. Deliberated the proposal on re employment of audit institutions in 2021.
Our lawyers believe that the above proposals are consistent with the contents listed in the notice of the general meeting of shareholders and comply with the provisions of the company law and other relevant laws, regulations, normative documents and the articles of association.
5、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
It is verified that the shareholders' meeting adopts the combination of on-site voting and online voting to vote on the proposal. The on-site meeting adopted open ballot, and the shareholders attending the on-site meeting voted on the proposals listed in the agenda of the general meeting one by one. The on-site voting of the matters considered at the general meeting of shareholders shall be monitored and counted by two shareholder representatives, one supervisor representative and the lawyer of the exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the voting results and voting weights of online voting. Your company has consolidated and counted the voting results of on-site voting and online voting; If major matters affecting the interests of minority shareholders are involved, the votes of minority shareholders have been counted separately.
(II) voting results
1. Proposal on the company's application for comprehensive credit line in 2022
Voting results: 78705206 shares were approved, accounting for 99.7472% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; 199500 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2528% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 1087000 shares are agreed, accounting for 84.4928% of the shares held by minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; 199500 shares were abstained (including 0 shares by default due to non voting), accounting for 15.5072% of the shares held by minority shareholders attending the meeting. 2. Proposal on the company providing guarantee for the wholly-owned subsidiary's application for comprehensive credit line in 2022
Voting results: 78904706 shares were approved, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders is: 1286500 shares are agreed, accounting for 100.0000% of the shares held by minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. Proposal on related party transactions in which controlling shareholders and concerted actors provide guarantees for bank loans of the company and its subsidiaries
Voting results: 1286500 shares were agreed, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders is: 1286500 shares are agreed, accounting for 100.0000% of the shares held by minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
4. Proposal on reappointment of audit institutions in 2021
Voting results: 78412706 shares were approved, accounting for 99.3765% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; 492000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.6235% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 794500 shares are agreed, accounting for 61.7567% of the shares held by minority shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting; 492000 shares were abstained (including 0 shares by default due to non voting), accounting for 38.2433% of the shares held by minority shareholders attending the meeting. According to the voting results, all proposals considered at this meeting were approved by the general meeting of shareholders. The shareholders' meeting did not vote on matters not listed in the meeting notice. The minutes and resolutions of the meeting shall be signed by the directors of the company attending the meeting.
In conclusion, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the company law and other relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
6、 Concluding observations
In conclusion, our lawyers believe that:
The convening and convening procedures of the general meeting of shareholders of your company, the qualifications of personnel participating in the general meeting of shareholders, the qualifications of conveners, the voting procedures and voting results of the meeting comply with the provisions of the company law, the securities law, the rules for the general meeting of shareholders, the rules for the implementation of online voting and other laws, regulations, normative documents and the articles of association, The voting results adopted at the general meeting of shareholders are legal and valid.
This legal opinion shall come into force after being signed by the handling lawyer of the office and stamped with the official seal of the office.
This legal opinion is issued on January 13, 2022, in triplicate, without copies.
(no text below)
(there is no text on this page, which is the bookmark page of the legal opinion of the first extraordinary general meeting of shareholders in Shenyang Cuihua Gold And Silver Jewelry Co.Ltd(002731) 2022) person in charge of Beijing Jinchengtongda (Shenyang) law firm: Yu Debin
Handling lawyer: Zhao Chengtao
Feng Ning
